EX-10.2 AMENDED AND RESTATED STOCK INCENTIVE PLAN







    Exhibit 10.2




 






    Beazer
    Homes USA, Inc.

    



 




    Amended
    and Restated 1999 Stock Incentive Plan



 




    Section 1. —
    Establishment and Purposes



 



    Beazer Homes USA, Inc. hereby establishes the Beazer Homes USA,
    Inc. Amended and Restated 1999 Stock Incentive Plan (the
    “Plan”).



 



    The purposes of the Plan are to promote the interests of Beazer
    Homes USA, Inc. (the “Company”) and its Shareholders
    by aiding the Company in attracting and retaining management
    personnel capable of assuring the future success of the Company,
    to offer such personnel incentives to put forth maximum efforts
    for the success of the Company’s business and to afford
    such personnel an opportunity to acquire a proprietary interest
    in the Company.



 




    Section 2. —
    Definitions



 



    As used in the Plan, the following terms shall have the meanings
    set forth below:



 



    2.1 “Affiliate” shall mean (i) any
    entity that, directly or indirectly through one or more
    intermediaries, is controlled by the Company and (ii) any
    entity in which the Company has a significant equity interest,
    in each case as determined by the Committee.



 



    2.2 “Award” shall mean an Option, Stock
    Appreciation Right, Restricted Stock, Restricted Stock Unit,
    Performance Award, Dividend Equivalent or Other Stock-Based
    Award granted under the Plan.



 



    2.3 “Award Agreement” shall mean any
    written agreement, contract or other instrument or document
    evidencing any Award granted under the Plan.



 



    2.4 “Board” shall mean the Board of
    Directors of the Company.



 



    2.5 “Change in Control” shall mean:
    (i) the acquisition by any individual, entity or group
    (within the meaning of Section 13(d)(3) or 14(d)(2) of the
    Securities Exchange of 1934, as amended (the “Exchange
    Act”)) (a “Person”) of beneficial ownership
    (within the meaning of
    Rule 13d-3
    promulgated under the Exchange Act) of 20% or more of either
    (A) the then outstanding Shares (the “Outstanding
    Shares”) or (B) the combined voting power of the then
    outstanding voting securities of the Company entitled to vote
    generally in the election of Directors (the “Outstanding
    Voting Securities”); provided, however, that for
    purposes of this paragraph (i) the following
    acquisitions shall not constitute a Change of Control;
    (1) any acquisition directly from the Company, (2) any
    acquisition by the Company, (3) any acquisition by any
    employee benefit plan (or related trust) sponsored or maintained
    by the Company or any corporation controlled by the Company or
    (4) any acquisition by any corporation pursuant to a
    transaction which complies with clauses (A), (B) and
    (C) of subsection (iii) of this
    Section 2.5; or



 



    (ii) Individuals who, as of the date hereof, constitute the
    Board (the “Incumbent Board”) cease for any reason to
    constitute at least a majority of the Board; provided,
    however, that any individual becoming a Director subsequent
    to the date hereof whose election, or nomination for election by
    the Shareholders, was approved by a vote of at least a majority
    of the Directors then comprising the Incumbent Board shall be
    considered as though such individual was a member of the
    Incumbent Board, but excluding, for this purpose, any such
    individual whose initial assumption of office occurs as a result
    of an actual or threatened election contest with respect to the
    election or removal of Directors or other actual or threatened
    solicitation of proxies or consents by or an behalf of a Person
    other than the Board; or



 



    (iii) Consummation of a reorganization, merger or
    consolidation or sale or other disposition of all or
    substantially all of the assets of the Company (a “Business
    Combination”), in each case, unless, following such
    Business Combination, (A) all or substantially all of the
    individuals and entities who were the beneficial owners,
    respectively, of the Outstanding Shares and the Outstanding
    Voting Securities immediately prior to such Business Combination
    beneficially own, directly or indirectly, more than 50% of,
    respectively, the then




    

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    Outstanding Shares and the combined voting power of the then
    Outstanding Voting Securities entitled to vote generally in the
    election of Directors, as the case may be, of the corporation
    resulting from such Business Combination (including, without
    limitation, a corporation which as a result of such transaction
    owns the Company or all or substantially all of the
    Company’s assets either directly or through one or more
    subsidiaries) in substantially the same proportions as their
    ownership, immediately prior to such Business Combination of the
    Outstanding Company Common Stock and Outstanding Company Voting
    Securities as the case may be, (B) no Person (excluding any
    corporation resulting from such Business Combination or any
    employee benefit plan (or related trust) of the Company or such
    corporation resulting from such Business Combination)
    beneficially owns, directly or indirectly, 20% or more of,
    respectively, the then outstanding shares of common stock of the
    corporation resulting from such Business Combination or the
    combined voting power of the then outstanding voting securities
    of such corporation except to the extent that such ownership
    existed prior to the Business Combination and (C) at least
    a majority of the members of the board of directors of the
    corporation resulting from such Business Combination were
    members of the Incumbent Board at the time of the execution of
    the initial agreement, or of the action of the Board, providing
    for such Business Combination; or



 



    (iv) Approval by the Shareholders of a complete liquidation
    or dissolution of the Company.



 



    2.6 “Code” shall mean the Internal Revenue
    Code of 1986, as amended from time to time and any regulations
    promulgated thereunder.



 



    2.7 “Committee” shall mean the Stock
    Option and Incentive Committee or any other Committee of the
    Board designated by the Board to administer the Plan which shall
    consist of at least two members appointed from time to time by
    the Board. Each Committee member must qualify as an
    “outside director” as defined in the Treasury
    Regulation § 1.162-27(e)(3) (or any successor rule)
    and, to the extent necessary to qualify Awards hereunder for
    exemption from the liability provisions of
    Rule 16b-3,
    a “non-employee director” as defined in Reg.
    § 240.16b-3(b)(3)
    (or any successor rule) of the Securities Exchange Act of 1934.



 



    2.8 “Common Stock” shall mean the common
    stock, $0.01 par value, of the Company.



 



    2.9 “Company” shall mean Beazer Homes USA,
    Inc., a Delaware corporation, and any successor corporation.



 



    2.10 “Director” shall mean a member of the
    Board of Directors of the Company.



 



    2.11 “Disability” shall mean disability as
    defined in Participant’s Award Agreement with the Company.



 



    2.12 “Dividend Equivalent” shall mean any
    right granted under Section 6.4 of the Plan.



 



    2.13 “Eligible Person” shall mean any
    employee, officer, consultant or independent contractor
    providing services to the Company or any Affiliate or a
    Director, in each case, who the Committee determines to be
    eligible.



 



    2.14 “Fair Market Value” shall mean the
    fair market value of any property (including but not limited to
    Shares or other security) determined by a valuation method as
    established by the Committee from time to time. However, that
    for purposes of the Plan, the Fair Market Value of Shares on any
    day on which Shares are traded on the New York Stock Exchange
    (“NYSE”) or any other nationally recognized stock
    exchange or automated quotation system shall be the closing
    price of such Shares as reported by the NYSE or such other
    exchange or quotation system.



 



    2.15 “Incentive Stock Option” shall mean
    an Option granted under Section 6.1 of the Plan that meets
    the requirements of Section 422 of the Code.



 



    2.16 “Non-Qualified Stock Option” shall
    mean an Option granted under Section 6.1 of the Plan that
    is not intended to be an Incentive Stock Option.



 



    2.17 “Option” shall mean an Incentive
    Stock Option or a Non-Qualified Stock Option and shall include
    Restoration Options.



 



    2.18 “Other Stock-Based Award” shall mean
    any right granted under Section 6.6 of Plan.




    

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    2.19 “Participant” shall mean an Eligible
    Person who has been granted an Award under the Plan.



 



    2.20 “Performance Award” shall mean any
    right granted under Section 6.5 of the Plan.



 



    2.21 “Person” shall mean any individual,
    corporation, limited liability company, partnership, association
    or trust.



 



    2.22 “Plan” shall mean the Beazer Homes
    USA, Inc. 1999 Stock Incentive Plan, as amended from time to
    time.



 



    2.23 “Restoration Option” shall mean any
    Option granted under Section 6.1(d) of the Plan.



 



    2.24 “Restricted Stock” shall mean any
    Share granted to a Participant under Section 6.3 of the
    Plan.



 



    2.25 “Restricted Stock Unit” shall mean a
    bookkeeping entry representing the right to receive a Share (or
    a cash payment equal to the Fair Market Value of a Share) at
    some future date as granted under Section 6.3 of the Plan.
    A holder of Restricted Stock Units shall not be entitled to
    voting rights on any Shares to which the Restricted Stock Units
    relate.



 



    2.26 “Rule 16b-3”
    shall mean
    Rule 16b-3
    promulgated under the Securities Exchange Act of 1934 as amended
    from time to time and the related regulations.



 



    2.27 “Shares” shall mean shares of Common
    Stock or such other securities or property, as may be the
    subject of Awards pursuant to an adjustment made under
    Section 9.1 of the Plan.



 



    2.28 “Shareholder” shall mean a
    shareholder of the Company.



 



    2.29 “Stock Appreciation Right” shall mean
    any right granted under Section 6.2 of the Plan.



 



    2.30 “Tandem Option” shall mean a
    Non-Qualified Stock Option issued in tandem with a Stock
    Appreciation Right.



 



    2.31 “Termination of Employment” shall
    mean a termination of employment from the Company and all
    Affiliates.



 




    Section 3. —
    Administration



 



    3.1 Power and Authority of the
    Committee.  The Plan shall be administered by
    the Committee. Subject to the express provisions of the Plan and
    to applicable law, the Committee shall have full power and
    authority to: (i) designate Participants;
    (ii) determine the type or types of Awards to be granted to
    each Participant under the Plan, (iii) determine the number
    of Shares to be covered by (or with respect to which payments,
    rights or other matters are to be calculated in connection with)
    each Award, (iv) determine the terms, conditions and
    restrictions of any Award or Award Agreement, (v) amend the
    terms and conditions of any Award or Award Agreement and
    accelerate the exercisability of Options or the lapse of
    restrictions relating to Restricted Stock, Restricted Stock
    Units or other Awards, (vi) accept the surrender of
    outstanding Awards and substitute new Awards,
    (vii) determine whether, to what extent, and under what
    circumstances Awards may be settled or exercised in cash,
    Shares, other securities, other Awards or other property, or
    cancelled, forfeited or suspended, (viii) determine
    whether, to what extent and under what circumstances cash,
    Shares, other securities, other Awards, other property and other
    amounts payable with respect to an Award under the Plan shall be
    deferred either automatically or at the election of the holder
    thereof or the Committee, (ix) interpret and administer the
    Plan and any instrument or agreement relating to, or Award made
    under, the Plan, (x) establish, amend, suspend or waive
    such rules and regulations and appoint such agents as it shall
    deem appropriate for the proper administration of the Plan, and
    (xi) make any other determination and take any other action
    that the Committee deems necessary or desirable for the
    administration of the Plan. Unless otherwise expressly provided
    in the Plan, all designations, determinations, interpretations
    and other decisions under or with respect to the Plan or any
    Award shall be within the sole discretion of the Committee, may
    be made at any time and shall be final, conclusive and binding
    upon any Participant, any holder or beneficiary of any Award and
    any employee of the Company or any Affiliate.




    

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    3.2 Delegation.  The Committee may
    delegate its powers and duties under the Plan to one or more
    officers of the Company or any Affiliate or a committee of such
    officers, subject to such terms, conditions and limitations as
    the Committee may establish in its sole discretion.



 




    Section 4. —
    Shares Available for Awards; Annual Limit on Grants



 



    4.1 Shares Available.  Subject to
    adjustments as provided in Section 9.1, the number of
    shares available for the granting of Awards under the Plan shall
    be 7,200,000 of which not more than 2,820,000 Shares shall
    be granted as stock-based Awards, as described in
    Section 6, other than Options and stock-settled Stock
    Appreciation Rights. Shares to be issued under the Plan may be
    either Shares which have been reacquired and are held in
    treasury or Shares which are authorized but unissued. If any
    Shares covered by an Award (or to which an Award relates) are
    not purchased or are forfeited, or if an Award otherwise
    terminates without delivery of any Shares, then the number of
    Shares counted against the aggregate number of Shares available
    under the Plan with respect to such Award, to the extent of any
    such forfeiture or termination, shall again be available for
    granting of Awards under the Plan. Notwithstanding the
    foregoing, the full number of Shares subject to exercised
    stock-settled Stock Appreciation Rights shall count against the
    aggregate Plan Share limitation set forth in this
    Section 4.1 and shall not again be available for granting
    of Awards under the Plan. In addition, Shares withheld to
    satisfy taxes required to be withheld for any Award shall count
    against the Plan Share limitations set forth in this
    Section 4.1 and shall not again be available for granting
    of Awards under the Plan and Shares not issued because the
    holder of any Tandem Option exercises the accompanying Stock
    Appreciation Right shall not be subject to future Award by the
    Committee.



 



    Notwithstanding the foregoing, the number of Shares available
    for granting Incentive Stock Options under the Plan shall not
    exceed 4,200,000, subject to adjustment as provided in
    Section 9.1 of the Plan and Section 422 or 424 of the
    Code or any successor provisions.



 



    4.2 Maximum Annual Awards to an Eligible
    Person.  The maximum number of Shares with
    respect to which Options and Stock Appreciation Rights may be
    issued under the Plan to an Eligible Person in a calendar year
    is 450,000, subject to adjustment as provided in
    Section 9.1 of the Plan. In addition, the maximum number of
    Shares under a Performance Award that may be issued in any
    calendar year is 225,000, subject to adjustment as provided in
    Section 9.1 of the Plan.



 



    4.3 Accounting for Awards.  For
    purposes of this Section 4, if an Award entitles the holder
    thereof to receive or purchase Shares, the number of Shares
    covered by such Award or to which such Award relates shall be
    counted on the date of the grant of such Award against the
    aggregate number of Shares available under the Plan.



 




    Section 5. —
    Participation



 



    Participation in the Plan shall be limited to those Eligible
    Persons selected by the Committee. Awards may be granted to such
    Eligible Persons and for such number of Shares as the Committee
    shall determine, subject to the limitations in Section 4.
    An Award of any type made in any one year to an Eligible Person
    shall neither guarantee nor preclude a further Award of that or
    any other type to such Eligible Person in that year or
    subsequent years other than as provided in Section 4.



 



    In determining which Eligible Persons shall receive an Award and
    the terms of any Award, the Committee may take into account such
    factors as the Committee, in its discretion, shall deem relevant
    (such factors may include the nature of the services rendered by
    the Eligible Person and the Eligible Person’s present and
    potential contributions to the success of the Company).
    Notwithstanding the foregoing, an Incentive Stock Option
    (a) may only be granted to full or part-time employees as
    defined by Section 3401(c) of the Code (including officers
    and directors who are also employees) of the Company and
    (b) shall not be granted to an employee of an Affiliate
    which is not a “subsidiary corporation” of the Company
    (as defined in Section 424(f) of the Code or any successor
    provision).



 




    Section 6. —
    Awards



 



    6.1 Options.  The Committee is
    authorized to grant Options to Participants. Options granted
    shall be subject to the terms and conditions forth in this
    Section 6.1, the other provisions of the Plan, and any
    additional terms and




    

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    conditions as the Committee shall determine (including those
    specified in the Award Agreement) which are not inconsistent
    with the provisions of the Plan.



 



    (a) Exercise Price.  The price per
    Share purchasable under an Option shall be determined by the
    Committee. Such purchase price per share shall not be less than
    100% of the Fair Market Value of a Share on the date of grant of
    such Option (110% in the case of an Incentive Stock Option
    granted to a 10-percent Shareholder as defined in Code
    Section 422(c)(5)). Subject to Section 9.1, in no
    event may the Committee reduce the exercise price of an Option
    after the original grant date.



 



    (b) Option Term.  Subject to the
    provisions of the Plan, the term of each Option shall be
    specified by the Committee. In no event shall an Incentive Stock
    Option be exercisable more than ten years (5 years in the
    case of a 10-percent Shareholder within the meaning of Code
    Section 422(c)(5)) from the date it is granted. Prior to
    the exercise of the Option and delivery of the stock subject to
    the Option, a Participant shall not have any rights to receive
    any dividends or be entitled to any voting rights on any stock
    represented by outstanding Options.



 



    (c) Time and Method of Exercise of
    Options.  The Committee shall determine the
    time or times at which an Option may be exercised in whole or in
    part (provided that all Options granted on or after
    February 20, 2002 shall have a minimum vesting schedule of
    three (3) years (subject to Section 6.1(e)) and the
    method(s) by which and the form(s) in which payment of the
    exercise price may be made or deemed to be made (including,
    without limitation, cash, Shares, other securities, other
    Awards, other property or any combination thereof having a Fair
    Market Value on the exercise date equal to the relevant exercise
    price).



 



    (d) Restoration Options.  The
    Committee may grant Restoration Options, separately or together
    with another Option to an Eligible Person. An Award of
    Restoration Options shall be subject to the terms and conditions
    established by the Committee and any applicable requirements of
    Rule 16b-3
    or any other applicable law. Any such Award is contingent on
    Participant as the Holder of an option (“Original
    Option”) paying the exercise price of the Original Option.
    The Restoration Option would be an Option to purchase at 100%
    Fair Market Value as of the date of exercise of the Original
    Option, a number of Shares not exceeding the sum of (i) the
    number of Shares so provided as consideration upon the exercise
    of the Original Option and (ii) the number of Shares, if
    any, tendered or withheld as payment of the amount to be
    withheld under applicable tax laws in connection with the
    exercise of the Original Option pursuant to the relevant Plan
    provisions or Original Option Award Agreement. The Restoration
    Option may not be exercised until the shares acquired upon
    exercise of the Original Option are held for a period of at
    least one year and the term of the Restoration Option shall not
    extend beyond the term of the Original Option. Restoration
    Options may be granted with respect to Options previously
    granted under the Plan or any other stock option plan of the
    Company, and may be granted in connection with any Option
    granted under the Plan or any other stock option plan of the
    Company at the time of such grant.



 



    (e) Early Termination of
    Option.  The rules regarding the exercise
    and/or
    termination of Options upon a Participant’s Disability,
    death, Termination of Employment or ceasing to be a Director
    will be provided in Participant’s Award Agreement with the
    Company.



 



    (f) Change of Control.  The
    exercise of Options in the event of a Change in Control will be
    treated as provided in Participant’s Award Agreement with
    the Company.



 



    (g) Option Repricing.  No action
    shall be taken, without the approval of the Shareholders, to
    authorize the amendment of any outstanding Option to reduce the
    exercise price of such option. Furthermore, no Option shall be
    cancelled and replaced with an Option having a lower exercise
    price without the approval of the Shareholders. This
    Section 6.1(g) shall not be construed to prohibit the
    adjustments provided for in Section 9.1.



 



    (h) Other Restrictions on Incentive Stock
    Options.  The terms and conditions of any
    Incentive Stock Options granted under this Plan shall comply
    with Code Section 422. The aggregate Fair Market Value
    (determined as of the grant date) of Shares subject to Incentive
    Stock Options exercisable by any Participant in any calendar
    year under this Plan or any other plan of the Company or any
    Affiliate or any related corporation (as defined in the
    applicable regulations under the Code) may not exceed $100,000
    or such higher amount as may be permitted from time to time
    under Section 422 of the Code. To the extent that such
    aggregate Fair Market Value exceeds $100,000 (or, applicable
    higher amount), such Options shall be treated as Options which
    are not Incentive Stock Options.




    

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    6.2 Stock Appreciation
    Rights.  Subject to Section 4, the
    Committee is authorized to grant Stock Appreciation Rights to
    Participants. Subject to the terms of the Plan and any
    applicable Award Agreement, a Stock Appreciation Right granted
    under the Plan shall confer upon the holder a right to receive,
    upon exercise of the right related to one Share, an amount in
    cash or Shares with a Fair Market Value, in either case, equal
    to the excess of (i) the Fair Market Value of one Share on
    the date of exercise over (ii) the Fair Market Value of one
    Share on the date of grant of the Stock Appreciation Right.



 



    Subject to the terms of the Plan and any applicable Award
    Agreement, the grant price, term, methods of exercise, methods
    of settlement, and any other terms and conditions of any Stock
    Appreciation Right shall be as determined by the Committee. The
    Committee may impose such conditions or restrictions on the
    exercise of any Stock Appreciation Right as it may deem
    appropriate.



 



    6.3 Restricted Stock and Restricted Stock
    Units.  The Committee is authorized to grant
    Awards of Restricted Stock and Restricted Stock Units to
    Participants under the terms set forth in this Section 6.3,
    the other Plan provisions and with such additional conditions
    and restrictions as the Committee may impose which are not
    inconsistent with provisions of the Plan.



 



    (a) Restrictions.  Shares of
    Restricted Stock and Restricted Stock Units shall be subject to
    such restrictions as the Committee imposes which restrictions
    may lapse separately or in combination at such time or times, in
    such installments or otherwise, as the Committee may deem
    appropriate. The Award Agreement for an Award of Restricted
    Stock or Restricted Stock Units shall specify the applicable
    restrictions on such Shares, if any, the duration of such
    restrictions, and the time or times at which such restrictions
    shall lapse with respect to all or a specified number of shares
    that are part of the Award. In addition, the Committee may
    specify certain performance criteria, the attainment of which
    will accelerate the lapse of the applicable restrictions.
    Notwithstanding the foregoing, the Committee may reduce or
    shorten the duration of any restriction applicable to any shares
    awarded to any Participant under the Plan.



 



    (b) Certificates.  Any Award of
    Restricted Stock may be evidenced in such manner as the
    Committee may deem appropriate, including, but not limited to,
    book-entry registration or issuance of a stock certificate or
    certificates subject to forfeiture if the restrictions do not
    lapse. In the event a stock certificate is issued: (1) the
    certificate shall be registered in the name of Participant and
    shall bear a legend referring to the terms, conditions, and
    restrictions applicable to such Restricted Stock and
    (2) shall be held by the Company. Except as otherwise
    provided by the Committee, during such period of restriction
    Participant shall have all of the rights of a Shareholder,
    including but not limited to the rights to receive dividends (or
    dividend equivalents) and to vote. If shares are issued only
    upon lapse of restrictions, the Committee may provide that
    Participant will be entitled to receive any amounts per share
    pursuant to any dividend or distribution paid by the Company on
    its Common Stock to Shareholder of record after the Award date
    and prior to the issuance of the Shares. In the case of
    Restricted Stock Units, no shares shall be issued at the time
    such Awards are granted.



 



    (c) Forfeiture.  Rules regarding
    the forfeiture of Restricted Stock or Restricted Stock Units
    subject to restrictions upon a Change of Control, or the
    Participant’s Disability, death, Termination of Employment
    or ceasing to be a Director will be determined in accordance
    with Participant’s Award Agreement with the Company.



 



    (d) Lapse of
    Restrictions.  Unrestricted Shares, evidenced
    in such manner as the Committee shall deem appropriate, shall be
    delivered to the holder of Restricted Stock promptly after the
    restrictions on the Restricted Stock have expired, lapsed or
    been waived. After the expiration, lapse or waiver of
    restrictions and the restricted period relating to Restricted
    Stock Units, Shares related to such Restricted Stock Units shall
    be issued and delivered to the holders of the Restricted Stock
    Units in accordance with such terms as may be specified by the
    Committee.



 



    6.4 Dividend Equivalents.  The
    Committee is authorized to grant to Participants Awards of
    Dividend Equivalents under which the holders thereof shall be
    entitled to receive payments (in cash, Shares, other securities,
    other Awards or other property as determined by the Committee,
    in its discretion) equivalent to the amount of cash dividends
    paid by the Company to holders of Shares with respect to the
    number of Shares determined by the Committee. Such amounts shall
    be payable on the date or dates as determined by the Committee,
    and the Committee may provide that such amounts (if any) shall
    be deemed to have been reinvested in additional Shares or
    otherwise




    

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    reinvested. Subject to the terms of the Plan and any applicable
    Award Agreement, such Awards may have such terms and conditions
    as the Committee shall determine.



 



    6.5 Performance Awards.  The
    Committee is authorized to grant Performance Awards to
    Participants. Once established, the Committee shall not have
    discretion to modify the criteria for receiving a Performance
    Award except with respect to any discretion specifically granted
    to the Committee under this Plan. Subject to the terms of the
    Plan and any applicable Award Agreement, a Performance Award
    granted under the Plan may be an Award of Common Stock, Options,
    Stock Appreciation Rights, Restricted Stock, Restricted Stock
    Units (or any other right, the value of which is determined by
    reference to Shares) and such Award may be payable in cash,
    Shares, other securities or other property. The value of such
    Performance Awards shall be determined by the Committee and the
    Performance Awards shall be payable to, or exercisable by,
    Participant, in whole or in part, upon the achievement of the
    performance goals during the applicable measurement period
    specified by the Committee.



 



    (a) Amount of Performance
    Awards.  At the end of the measurement period,
    the Committee shall determine the percentage, if any, of the
    Performance Awards granted to Participant for that measurement
    period that are earned by Participant as his Performance Award.
    That percentage shall be based on the degree to which the
    performance goals for that measurement period are satisfied. The
    formula for determining the correlation between the percentages
    of the Performance Awards earned and the level of performance
    for a measurement period shall be established in writing by the
    Compensation Committee at the time the performance goals are
    determined. Prior to the payment of any Performance Awards, the
    Compensation Committee must certify the degree of attainment of
    the applicable performance goals.



 



    (b) Performance Goals.  Performance
    goals used to compute Performance Awards shall be based on the
    Company’s business planning process and shall be adopted by
    the Committee in writing either (1) prior to the beginning
    of the measurement period to which they apply or (2) not
    later than 90 days after the commencement of the
    measurement period provided that at such time the outcome of the
    performance goals is substantially uncertain. The performance
    goals shall be comprised of one or more of the following
    performance measures: (1) total return to Shareholders,
    (2) cash flow, (3) return on assets, capital, equity
    or sales, (d) stock price, and (e) earnings per share.
    Any such performance goals and the applicable performance
    measures will be determined by the Committee at the time of
    grant and reflected in a written Award Agreement.



 



    (c) Compliance with
    Section 162(m).  All payments under
    Performance Awards will be designed to satisfy the exception
    under Section 162(m) of the Code, and related regulations
    for performance-based compensation, and all Awards hereunder
    shall be subject to the limitations of Section 162(m).



 



    6.6 Other Stock-Based Awards.  The
    Committee is authorized, to the extent permitted under
    Rule 16b-3
    and other applicable law, to grant to Participants such other
    Awards that are denominated or payable in, valued in whole or in
    part by reference to, or otherwise based on or related to,
    Shares (including, without limitation, securities convertible
    into Shares), as are deemed by the Committee to be consistent
    with the purposes of the Plan. Subject to the terms of the Plan
    and any applicable Award Agreement, Shares or other securities
    delivered to Participant pursuant to a purchase right granted
    under this Section 6.6 shall be purchased for such
    consideration, which may be paid by such method or methods and
    in such form or forms, (including, without limitation, cash,
    Shares, other securities, other Awards or other property or any
    combination thereof), as the Committee shall determine, the
    value of which consideration, as established by the Committee,
    shall not be less than 100% of the Fair Market Value of such
    Shares or other securities as of the date such purchase right is
    granted.



 



    6.7 General.



 



    (a) Consideration for
    Awards.  Except in the case of Awards issued
    in connection with compensation that has been deferred or an
    Award issued pursuant to Section 6.6, Awards shall be
    granted for no cash consideration or such minimal cash
    consideration as may be required by applicable law.



 



    (b) Awards May Be Granted Separately or
    Together.  Awards may, in the discretion of
    the Committee, be granted either alone or in addition to, in
    tandem with, or in substitution for, any other Award or any
    award granted under any other plan of the Company or any
    Affiliate. Awards granted in addition to or in tandem with other
    Awards, or in addition to or in tandem with awards granted under
    any other plan of the Company or any Affiliate, may be granted
    either at the same time or at a different time from the grant of
    such other Award or awards.




    

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    (c) Forms of Payment Under
    Awards.  Subject to the terms of the Plan and
    of any applicable Award Agreement, payment or transfers to be
    made by the Company or an Affiliate upon the grant, exercise or
    payment of an Award may be made in such form or forms as the
    Committee shall determine (including, without limitation, cash,
    Shares, other securities, other Awards, or other property, or
    any combination thereof), and may be made in a single payment or
    transfer, in installments, or on a deferred basis, in each case
    in accordance with rules and procedures established by the
    Committee. Such rules and procedures may include, without
    limitation, provisions for the payment or crediting of
    reasonable interest on installments or deferred payments or the
    grant or crediting of Dividend Equivalents with respect to
    installment or deferred payments.



 



    (d) Correction of Defects, Omissions, and
    Inconsistencies.  The Committee may correct
    any defect, supply any omission or reconcile any inconsistency
    in the Plan or any Award in the manner and to the extent it
    shall deem desirable to carry the Plan into effect.



 



    (e) Time and Method of
    Exercise.  The Committee shall determine the
    time or times at which Awards granted pursuant to
    Sections 6.2 through 6.6 may be exercised in whole or in
    part ( provided that all such Awards granted after
    February 20, 2002 shall have a minimum vesting schedule of
    three (3) years, except that rules regarding the exercise
    and or termination of Awards upon a Participant’s
    Disability, death, Termination of Employment or ceasing to be a
    Director will be provided in Participant’s Award Agreement
    with the Company).



 




    Section 7. —
    Transferability



 



    7.1 General.  Except as provided in
    Section 7.2, no Award granted under the Plan shall be
    transferable by Participant otherwise than by will or the laws
    of descent and distribution. Any attempted pledge, alienation,
    attachment, assignment or encumbrance of an Award that is not
    specifically authorized in accordance with Section 7.2
    shall be void.



 



    Each Award or right under an Award may be exercised during
    Participant’s lifetime only by Participant, his permitted
    transferee under Section 7.2 or if permissible under
    applicable state law Participant’s guardian or legal
    representative. However, the Committee may permit Participant to
    designate, in the manner specified by the Committee, a
    beneficiary or beneficiaries to exercise the right of
    Participant and receive any property distributable with respect
    to an Award upon the death of Participant.



 



    7.2 Permitted Transfers.  The
    Committee may, in its discretion, authorize all or a portion of
    an Award of Non-Qualified Stock Options or Stock Appreciation
    Rights settled in stock to be granted on terms which permit
    transfer by Participant to a “Family Member” (as
    defined below), provided the transfer is through a gift or a
    domestic relations order. For purposes of this Section 7.2,
    “Family Member” includes any child, stepchild,
    grandchild, parent, stepparent, grandparent, spouse, former
    spouse, sibling,
    mother-in-law,
    father-in-law,
    son-in-law,
    daughter-in-law,
    brother-in-law
    or
    sister-in-law,
    including adoptive relationships, a trust for the exclusive
    benefit of these persons and any other entity owned solely by
    these persons. The Award Agreement pursuant to which such
    Options or Stock Appreciation Rights are granted must be
    approved by the Committee and must expressly provide for
    transferability in a manner consistent with this
    Section 7.2. The terms of any such transferred Award shall
    continue to be applied with respect to Participant, following
    which the Award shall be exercisable by the Transferee only to
    the extent and for the periods that would have applied to
    Participant.



 




    Section 8
    . — Listing and Registration



 



    All certificates for Shares or other securities delivered under
    the Plan pursuant to any Award or the exercise thereof shall be
    subject to such stop transfer orders and other restrictions as
    the Committee may deem advisable under the Plan or the rules,
    regulations and other requirements of the Securities and
    Exchange Commission and any applicable federal or state
    securities laws, and the Committee may cause a legend or legends
    to be placed on any such certificates to make appropriate
    reference to such restrictions. If the Shares or other
    securities are traded on a securities exchange, the Company
    shall not be required to deliver any Shares or other securities
    covered by an Award unless and until such Shares or other
    securities have been admitted for trading on such securities
    exchange.




    

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    Section 9. —
    Adjustments; Business Combinations



 



    9.1 Adjustment Upon Corporate
    Transaction.  In the event of
    (a) dividend or other distribution (whether in the form of
    cash, Shares, other securities or other property),
    (b) recapitalization, (c) stock split,
    (d) reverse stock split, (e) reorganization,
    (f) merger, (g) consolidation,
    (h) split-up,
    (i) spin-off, (j) combination, (k) repurchase or
    exchange of Shares or other securities of the Company,
    (l) issuance of warrants or other rights to purchase Shares
    or other securities of the Company or (m) other similar
    corporate transaction or event affects the Shares, the Committee
    may determine that an adjustment would be appropriate in order
    to prevent dilution or enlargement of the benefits or potential
    benefits intended to be made available under the Plan. In this
    event, the Committee shall, in such manner as it may deem
    equitable, adjust any or all of (i) the number, type and
    issuer of Shares (or other securities or other property) which
    thereafter may be made the subject of Awards, (ii) the
    number type and issuer of Shares (or other securities or other
    property) subject to outstanding Awards and (iii) the
    purchase or exercise price with respect to any Award; provided,
    however, that the number of Shares covered by any Award or to
    which such Award relates shall always be a whole number.



 



    9.2 Liability of Survivor.  In the
    event of any corporate reorganization or transaction including
    any event described in Section 9.1, the surviving entity or
    successor corporation shall be bound by the terms and conditions
    of the provisions of this Plan and any Awards issued under this
    Plan.



 




    Section 10. —
    Termination and Modification of the Plan



 



    10.1 General.  Except to the extent
    prohibited by applicable law and unless otherwise expressly
    provided in an Award Agreement or in the Plan, the Plan or an
    Award Agreement may be terminated or modified as specified in
    this Section 10.



 



    10.2 Amendments to the Plan.  The
    Board without further approval of the Shareholders may amend,
    alter, suspend, discontinue or terminate the Plan.
    Notwithstanding the foregoing the Board may condition any
    amendment and provide that no modification shall become
    effective without prior approval of the Shareholders if
    Shareholder approval would be required for:



 



    (i) continued compliance with
    Rule 16b-3
    of the Securities and Exchange Commission;



 



    (ii) compliance with the rules and regulations of the New
    York Stock Exchange or any other securities exchange or the
    National Association of Securities Dealers, Inc. that are
    applicable to the Company;



 



    (iii) the granting of Incentive Stock Options under the
    Plan, or



 



    (iv) continued compliance with Section 162(m) of the
    Code.



 



    The Board may not amend Section 6.1(g) hereof without the
    approval of the Shareholders.



 



    10.3 Amendments to Awards.  Subject
    to Section 6.1(g) hereof, the Committee may amend or modify
    the grant of any outstanding Award in any manner to the extent
    that the Committee would have had the authority to make such
    Award as so modified or amended including, but not limited to, a
    change of the date or dates as of which (a) an Option
    becomes exercisable or (b) Restrictions on Shares are to be
    removed. No modification may be made that would materially
    adversely affect any Award previously made under the Plan
    without the approval of Participant or holder or beneficiary.



 



    10.4 Other Amendment.  The
    Committee shall be authorized to make minor or administrative
    modifications to the Plan and Awards as well as modifications to
    the Plan and Awards that may be dictated by requirements of
    federal or state laws applicable to the Company or that may be
    authorized or made desirable by such laws. The Committee may
    correct any defect, supply any omission or reconcile any
    inconsistency in the Plan or any Award in the manner and to the
    extent it shall deem desirable to continue the operation of the
    Plan.



 




    Section 11. —
    Income Tax Withholding: Tax Bonuses



 



    11.1 Withholding.  In order to
    comply with all applicable federal or state income tax laws or
    regulations, the Committee may take such action as it deems
    appropriate to ensure that all applicable federal, state and
    local payroll, withholding, income or other taxes, which are the
    sole and absolute responsibility of Participant, are withheld or




    

    A-9








 






    collected from such Participant. In order to assist Participant
    in paying all or a portion of the federal, state and local taxes
    to be withheld or collected upon exercise or receipt of (or the
    lapse of restrictions relating to) an Award, the Committee, in
    its discretion and subject to such additional terms and
    conditions as it may adopt, may permit Participant to satisfy
    such tax obligation by (a) electing to have the Company
    withhold a portion of the Shares otherwise to be delivered upon
    exercise or receipt of (or the lapse of restrictions relating
    to) such Award with a Fair Market Value equal to the amount of
    such taxes; (b) delivering to the Committee Shares other
    than Shares issuable upon exercise or receipt of (or the lapse
    of restrictions relating to) such Award with a Fair Market Value
    (on the date the tax is withheld) equal to the amount of such
    taxes or (c) delivering to the Company cash, check (bank
    check, certified check or personal check), money order or wire
    transfer equal to such taxes. Any election to have Shares
    withheld must be made on or before the date that the amount of
    tax to be withheld is determined.



 



    11.2 Tax Bonuses.  The Committee,
    in its discretion, shall have the authority, at the time of
    grant of any Award under this Plan or at any time thereafter, to
    approve cash bonuses to designated Participants to be paid upon
    their exercise or receipt of (or the lapse of restrictions
    relating to) Awards in order to provide funds to pay all or a
    portion of federal and state and local taxes due as a result of
    such exercise or receipt (or the lapse of such restrictions).
    The Committee shall have full authority in its discretion to
    determine the amount of any such tax bonus.



 




    Section 12. —
    General Provisions



 



    12.1 No Rights to Awards.  No
    Eligible Person, Participant or other Person shall have any
    claim to be granted any Award under the Plan, and there is no
    obligation for uniformity of treatment of Eligible Persons,
    Participants or holders or beneficiaries of Awards under the
    Plan. The terms and conditions of Awards need not be the same
    with respect to any Participant or with respect to different
    Participants.



 



    12.2 Award Agreements.  Each
    Eligible Person to whom a grant is made under the Plan shall
    enter into a written agreement with the Company that shall
    contain such provisions, consistent with the provisions of the
    Plan, as may be established by the Committee. No Participant
    will have rights under an Award granted to such Participant
    unless and until an Award Agreement shall have been duly
    executed on behalf of the Company.



 



    12.3 No Limit on Other Compensation
    Arrangements.  Nothing contained in the Plan
    shall prevent the Company or any Affiliate from adopting or
    continuing in effect other or additional compensation
    arrangements, and such arrangements may be either generally
    applicable or applicable only in specific cases.



 



    12.4 No Right to Employment.  The
    grant of an Award shall not be construed as giving Participant
    the right to be retained in the employ of the Company or any
    Affiliate, nor will it affect in any way the right of the
    Company or an Affiliate to terminate such employment at any
    time, with or without cause. In addition, the Company or an
    Affiliate may at any time dismiss Participant from employment
    free from any liability or any claim under the Plan, unless
    otherwise expressly provided in the Plan or in any Award
    Agreement.



 



    12.5 Governing Law.  The validity,
    construction and effect of the Plan or any Award, and any rules
    and regulations relating to the Plan or any Award, shall be
    determined in accordance with applicable federal laws and the
    laws of the State of Georgia.



 



    12.6 Severability.  If any
    provision of the Plan or any Award is or becomes or is deemed to
    be invalid, illegal or unenforceable in any jurisdiction or
    would disqualify the Plan or any Award under any law deemed
    applicable by the Committee, such provisions shall be construed
    or deemed amended to conform to applicable laws, or if it cannot
    be so construed or deemed amended without, in the determination
    of the Committee, materially altering the purpose or intent of
    the Plan or the Award, such provision shall be stricken as to
    such jurisdiction or Award, and the remainder of the Plan or any
    such Award shall remain in full force and effect.



 



    12.7 No Trust or
    Fund Created.  Neither the Plan nor any
    Award shall create or be construed to create a trust or separate
    fund of any kind or a fiduciary relationship between the Company
    or any Affiliate and Participant or any other Person. To the
    extent that any Person acquires a right to receive payments from
    the Company or any Affiliate pursuant to an Award, such right
    shall be no greater than the right of any unsecured general
    creditor of the Company or any Affiliate.




    

    A-10








 





 



    12.8 No Fractional Shares.  No
    fractional Shares shall be issued or delivered pursuant to the
    Plan or any Award, and the Committee shall determine whether
    cash shall be paid in lieu of any fractional Shares or whether
    such fractional Shares or any rights thereto shall be canceled,
    terminated or otherwise eliminated.



 



    12.9 Limitation on Benefits.  With
    respect to persons subject to
    Rule 16b-3,
    transactions under this Plan are intended to comply with all
    applicable conditions of
    Rule 16b-3
    or its successors under such Act. To the extent any provision of
    the Plan or action by the Committee fails to so comply, it shall
    be deemed null and void, to the extent permitted by law and
    deemed advisable by the Committee.



 



    12.10 Headings.  Headings are given
    to the Sections and subsections of the Plan solely as a
    convenience to facilitate reference. Such headings shall not be
    deemed in any way material or relevant to the construction or
    interpretation of the Plan or any provision thereof.



 




    Section 13. —
    Effective Date



 



    The Plan is effective upon the date of adoption by the Board
    subject to approval of Shareholders at the February 3, 2000
    meeting of Shareholders. Unless previously terminated, the Plan
    shall terminate ten years from the effective date.
    Notwithstanding the prior sentence, an Award granted under this
    Plan may have terms or rights which may extend beyond the date
    the Plan terminates and the rights of the Committee under the
    Plan and the Board to amend the Plan may likewise extend beyond
    the date of the Plan’s termination.



 




    Section 14. —
    Exchange Program



 



    Notwithstanding any other provision of the Plan to the contrary,
    including but not limited to Section 6.1(g) hereof, the
    Company, by action of the Committee, may effect an Option and
    stock-settled Stock Appreciation Right (“SSAR”)
    exchange program on the terms set forth herein (the
    “Exchange Program”), to be commenced through an
    exchange offer prior to August 5, 2009, provided that in no
    event may more than one offer to exchange be made for any
    outstanding Option or SSAR. Under any exchange offer, Eligible
    Employees will be offered the opportunity to exchange Eligible
    Options/SSARs (the “Surrendered Awards”) for
    new Restricted Stock (the “New Restricted
    Stock”), as follows: (1) the shares subject to the
    New Restricted Stock shall have a Fair Market Value equal to the
    value (determined using the Black-Scholes option pricing model
    as of a date immediately prior to commencement of any exchange
    offer) of the Surrendered Awards; and (2) the New
    Restricted Stock will vest, subject to Section 6.3(c) of
    the Plan, in two equal annual installments, on the first and
    second anniversaries of the date of grant. Shares subject to
    Surrendered Awards will not be available for granting of Awards
    under the Plan. “Eligible Employees” means
    employees of the Company or any Affiliate other than executive
    officers (as defined in
    Rule 3b-7
    under the Securities Exchange Act of 1934, as amended).
    “Eligible Awards” means any Option or SSAR that
    has an exercise price in excess of $26. Subject to the
    foregoing, the Committee shall be permitted to determine
    additional terms, restrictions or requirements relating to the
    Exchange Program.



 



    IN WITNESS WHEREOF, the undersigned Secretary of the Company
    certifies that the foregoing is the Plan adopted by the Board of
    Directors of the Company as of the second day of November, 1999
    as amended through August 5, 2008.



 



    /s/ Peggy J. Caldwell












    Secretary




    

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